General Principles - The purpose of the document is to regulate the related party transactions of Yangzhou Huitong Technology Co., Ltd., ensuring fairness in decision-making and protecting the rights of the company, shareholders, and creditors [1] - Related party transactions must be legal, necessary, reasonable, and fair, maintaining the company's independence and not manipulating financial indicators to harm the company's interests [2] Definition and Scope of Related Party Transactions - Related party transactions are defined as matters involving the transfer of resources or obligations between the company or its subsidiaries and related parties, including various types of transactions such as asset purchases, financial assistance, and management contracts [3][4] - Related parties include both legal entities and natural persons, with specific criteria for identification, such as ownership stakes and control relationships [4] Basic Principles of Related Party Transactions - Related party transactions must adhere to principles of honesty, fairness, and the protection of non-related shareholders' rights [3] - Related parties must abstain from voting on related transactions in shareholder meetings, and any board members with conflicts of interest must also recuse themselves [3][5] Decision-Making Authority - Transactions exceeding 300,000 RMB with related natural persons or 3,000,000 RMB with related legal entities must be approved by a majority of independent directors and subsequently reviewed by the board [5] - Transactions that exceed 30,000,000 RMB and account for more than 5% of the company's latest audited net assets must be submitted for shareholder approval [5][6] Reporting and Disclosure Requirements - Related parties must report any potential related transactions in writing to the board or shareholders, detailing the nature and extent of the relationship [8] - The company must disclose related transactions that require approval, ensuring transparency and adherence to regulatory requirements [9][10] Exemptions and Special Cases - Certain transactions, such as those conducted through public bidding or those that provide unilateral benefits to the company, may be exempt from standard approval processes [14][21] - Daily related transactions can be estimated annually, with any excess requiring re-evaluation and disclosure [20][21] Implementation and Effectiveness - The regulations will take effect upon approval by the company's shareholders and will be interpreted by the board of directors [26][27]
惠通科技: 关联交易管理制度（2025年8月）